Law Offices of
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104-2635
Telephone (415) 835-1600
Facsimile (415) 217-5333
Internet www.phjw.com
June 5, 2000
(415) 835-1600 27348.82745
Rainier Investment Management Mutual Funds
601 Union Street, Suite 2801
Seattle, Washington 98101
Re: Growth Equity Portfolio
Ladies and Gentlemen:
We have acted as counsel to Rainier Investment Management Mutual Funds, a
Delaware business trust (the "Trust"), in connection with Post-Effective
Amendment No. 9 to the Trust's Registration Statement filed on Form N-1A with
the Securities and Exchange Commission (the "Post-Effective Amendment"),
relating to the issuance by the Trust of an indefinite number of $0.01 par value
shares of beneficial interest (the "Shares") by the following series of the
Trust: Growth Equity Portfolio (the "Fund").
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. We have based our opinion upon our review of the following records,
documents and instruments:
(a) the Trust's Certificate of Trust, as filed with the Delaware Secretary of
State on December 15, 1993, certified to us by an officer of the Trust as
being in effect on the date hereof;
(b) the Trust's Agreement and Declaration of Trust dated December 13, 1993 (the
"Declaration of Trust"), certified to us by an officer of the Trust as
being true and complete and in effect on the date hereof;
(c) the By-Laws of the Trust, certified to us by an officer of the Trust as
being true and complete and in effect on the date hereof;
(d) resolutions of the Trustees of the Trust adopted at a meeting held on March
2, 2000 authorizing the establishment of the Fund and the issuance of its
Shares, certified to us by an officer of the Trust as being true and
complete and in effect on the date hereof;
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Rainier Investment Management Mutual Funds
July 15, 1999
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(e) the Post-Effective Amendment;
(f) a certificate of an officer of the Trust concerning certain factual matters
relevant to this opinion.
Our opinion below is limited to the federal law of the United States of
America and the business trust law of the State of Delaware. We are not licensed
to practice law in the State of Delaware, and we have based our opinion below
solely on our review of Title 12, Chapter 38 of the Delaware Code and the case
law interpreting such Chapter as reported in The Delaware Law of Corporations
and Business Organizations Statutory Handbook (Aspen Law & Business, 1999
Edition). We have not undertaken a review of other Delaware law or of any
administrative or court decisions in connection with rendering this opinion. We
disclaim any opinion as to any law other than that of the United States of
America and the business trust law of the State of Delaware as described above,
and we disclaim any opinion as to any statute, rule, regulation, ordinance,
order or other promulgation of any regional or local governmental authority.
Based on the foregoing and our examination of such questions of law as we
have deemed necessary and appropriate for the purpose of this opinion, and
assuming that: (i) all of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their issuance in accordance with
statements in the Fund's Prospectus included in the Post-Effective Amendment,
and in accordance with the Declaration of Trust, (ii) all consideration for the
Shares will be actually received by the Trust, and (iii) all applicable
securities laws will be complied with; it is our opinion that the Shares will be
legally issued, fully paid and nonassessable when issued and sold by the Trust.
This opinion is rendered to you solely in connection with the
Post-Effective Amendment and is solely for your benefit. We hereby consent to
the Trust's filing of this opinion as an exhibit to the Trust's Registration
Statement. This opinion may not be relied upon by you for any other purpose. Nor
may any other person, firm, corporation or other entity rely on this opinion
without our prior written consent. We disclaim any obligation to advise you of
any developments in areas covered by this opinion that occur after the date of
this opinion.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
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